Common use of Incorporation of Standard Contractual Clauses Clause in Contracts

Incorporation of Standard Contractual Clauses. If European Personal Data is Processed by or on behalf of Counterparty outside of an Adequate Jurisdiction, then Company and Counterparty shall comply with the terms and conditions of the Standard Contractual Clauses (Module Two: Transfer controller to processor) as the data exporter and data importer, respectively, throughout the period that Counterparty Processes European Personal Data under the Agreement. For the avoidance of doubt, all references in the Standard Contractual Clauses to 'data exporter' shall refer and apply to Company; all references to 'data importer' shall refer and apply to Counterparty; and all references to "personal data" in the Standard Contractual Clauses shall refer to European Personal Data as defined herein. (i) From time to time, Counterparty may develop, adopt and implement any alternative data transfer solutions promulgated and permitted by and under the EU Data Protection Laws for the Processing of European Personal Data outside of the EEA, Switzerland and the United Kingdom ("International Transfer Solutions") throughout the Term of the Agreement. To the extent not otherwise prohibited by EU Data Protection Laws, and if confirmed in writing by Amgen, the Standard Contractual Clauses shall immediately terminate upon Counterparty's notice to Amgen, and ▇▇▇▇▇'s approval of Counterparty's implementation of such International Transfer Solutions solely with respect to the European Personal Data Processed by or on behalf of Counterparty that are the subject of such International Transfer Solutions. (ii) The Parties shall work in good faith to modify the terms of this Privacy Schedule as they relate to the Standard Contractual Clauses as soon as possible to the extent such modifications are required in order to implement, comply with or adhere to any changes to EU Data Protection Laws as they pertain to the Standard Contractual Clauses. (iii) If Counterparty Processes United Kingdom Personal Data under the Agreement, the Standard Contractual Clauses as detailed in the SCC Appendix shall be further supplemented with the United Kingdom's International Data Transfer Addendum to the EU Standard Contractual Clauses, Version B1.0, in force 21 March 2022 (as the same may be amended from time to time, "UK Addendum"), which is attached hereto and shall be incorporated herein by reference. Notwithstanding anything in this Privacy Schedule to the contrary, where the Standard Contractual Clauses must be governed by the laws of the United Kingdom, the Standard Contractual Clauses shall be governed by and construed in accordance with the laws of England and Wales, to the extent required to satisfy such laws. (iv) If Counterparty Processes Swiss Personal Data under the Agreement, the Standard Contractual Clauses as detailed in the SCC Appendix shall be further supplemented with the additional terms described in the "Swiss Addendum", which is attached hereto and shall be incorporated herein by reference.

Incorporation of Standard Contractual Clauses. If European Personal Data is Processed by or on behalf of Counterparty Provider outside of an Adequate Jurisdiction, then Company and Counterparty Provider shall comply with the terms and conditions of the Standard Contractual Clauses (Module Two: Transfer controller to processor) as the data exporter and data importer, respectively, throughout the period that Counterparty Provider Processes European Personal Data under the Agreement. For the avoidance of doubt, all references in the Standard Contractual Clauses to '‘data exporter' ’ shall refer and apply to Company; all references to '‘data importer' ’ shall refer and apply to CounterpartyProvider; and all references to "“personal data" ” in the Standard Contractual Clauses shall refer to European Personal Data as defined herein. (ia) From time to time, Counterparty Provider may develop, adopt and implement any alternative data transfer solutions promulgated and permitted by and under the EU Data Protection Laws for the Processing of European Personal Data outside of the EEA, Switzerland and the United Kingdom ("“International Transfer Solutions"”) throughout the Term of the Agreement. To the extent not otherwise prohibited by EU Data Protection Laws, and if confirmed in writing by Amgen, the Standard Contractual Clauses shall immediately terminate upon Counterparty's Provider’s notice to Amgen, and ▇▇▇▇▇'s Amgen’s approval of Counterparty's Provider’s implementation of such International Transfer Solutions solely with respect to the European Personal Data Processed by or on behalf of Counterparty Provider that are the subject of such International Transfer Solutions. (iib) The Parties shall work in good faith to modify the terms of this Privacy Schedule as they relate to the Standard Contractual Clauses as soon as possible to the extent such modifications are required in order to implement, comply with or adhere to any changes to EU Data Protection Laws as they pertain to the Standard Contractual Clauses. (iiic) If Counterparty Provider Processes United Kingdom Personal Data under the Agreement, the Standard Contractual Clauses as detailed in the SCC Appendix shall be further supplemented with the United Kingdom's ’s International Data Transfer Addendum to the EU Standard Contractual Clauses, Version B1.0, in force 21 March 2022 (as the same may be amended from time to time, "“UK Addendum"”), which is attached hereto and shall be incorporated herein by reference. Notwithstanding anything in this Privacy Schedule to the contrary, where the Standard Contractual Clauses must be governed by the laws of the United Kingdom, the Standard Contractual Clauses shall be governed by and construed in accordance with the laws of England and Wales, to the extent required to satisfy such laws. (ivd) If Counterparty Provider Processes Swiss Personal Data under the Agreement, the Standard Contractual Clauses as detailed in the SCC Appendix shall be further supplemented with the additional terms described in the "“Swiss Addendum"”, which is attached hereto and shall be incorporated herein by reference.

Incorporation of Standard Contractual Clauses. If European Personal Data is Processed by or on behalf of Counterparty Provider outside of an Adequate Jurisdiction, then Company and Counterparty Provider shall comply with the terms and conditions of the Standard Contractual Clauses (Module Two: Transfer controller to processor) as the data exporter and data importer, respectively, throughout the period that Counterparty Provider Processes European Personal Data under the Agreement. For the avoidance of doubt, all references in the Standard Contractual Clauses to '‘data exporter' ’ shall refer and apply to Company; all references to '‘data importer' ’ shall refer and apply to CounterpartyProvider; and all references to "“personal data" ” in the Standard Contractual Clauses shall refer to European Personal Data as defined herein. (ia) From time to time, Counterparty Provider may develop, adopt and implement any alternative data transfer solutions promulgated and permitted by and under the EU Data Protection Laws for the Processing of European Personal Data outside of the EEA, Switzerland and the United Kingdom ("“International Transfer Solutions"”) throughout the Term of the Agreement. To the extent not otherwise prohibited by EU Data Protection Laws, and if confirmed in writing by Amgen▇▇▇▇▇, the Standard Contractual Clauses shall immediately terminate upon Counterparty's Provider’s notice to Amgen, and ▇▇▇▇▇'s Amgen’s approval of Counterparty's Provider’s implementation of such International Transfer Solutions solely with respect to the European Personal Data Processed by or on behalf of Counterparty Provider that are the subject of such International Transfer Solutions. (iib) The Parties shall work in good faith to modify the terms of this Privacy Schedule as they relate to the Standard Contractual Clauses as soon as possible to the extent such modifications are required in order to implement, comply with or adhere to any changes to EU Data Protection Laws as they pertain to the Standard Contractual Clauses. (iiic) If Counterparty Provider Processes United Kingdom Personal Data under the Agreement, the Standard Contractual Clauses as detailed in the SCC Appendix shall be further supplemented with the United Kingdom's ’s International Data Transfer Addendum to the EU Standard Contractual Clauses, Version B1.0, in force 21 March 2022 (as the same may be amended from time to time, "“UK Addendum"”), which is attached hereto and shall be incorporated herein by reference. Notwithstanding anything in this Privacy Schedule to the contrary, where the Standard Contractual Clauses must be governed by the laws of the United Kingdom, the Standard Contractual Clauses shall be governed by and construed in accordance with the laws of England and Wales, to the extent required to satisfy such laws. (ivd) If Counterparty Provider Processes Swiss Personal Data under the Agreement, the Standard Contractual Clauses as detailed in the SCC Appendix shall be further supplemented with the additional terms described in the "“Swiss Addendum"”, which is attached hereto and shall be incorporated herein by reference.